ROYAL DUTCH SHELL PLC SCRIP DIVIDEND PROGRAMME TERMS AND CONDITIONS

Transcription

1 ROYAL DUTCH SHELL PLC SCRIP DIVIDEND PROGRAMME TERMS AND CONDITIONS This document is important and requires your immediate attention. If you are in any doubt about what action to take, you should seek your own personal advice from a financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if you are not, from another appropriately authorised financial adviser. 1

2 CONTENTS A 1. Introduction 3 2. The Programme 4 3. Governing law 4 4. Who can join the Programme 4 Part A: Terms and Conditions for Shareholders and RDS Corporate Nominee Participants 1. How to join the Programme 6 2. Deadline for joining (or leaving) the Programme 8 3. Shareholders and RDS Corporate Nominee Participants who do not join the Programme 8 4. Suspension of RDS Recognised DRIPs 8 5. How new A Share entitlements are calculated 9 6. Fractions and residual cash amounts Future dividends Admission, dealing and ranking of new A Shares Share certificates, CREST accounts and statements of entitlement Multiple holdings Shareholdings in joint names Partial elections Recent sale or purchase of Shares Cancellation of Scrip Dividend Elections Changes to, cancellation or suspension of the Programme 18 Part B: Information for Euroclear Nederland Shareholders 1. Information for Euroclear Nederland Shareholders 19 Part C: Information for ADS holders 1. Information for ADS Holders 22 Part D: Information on Taxation 1. Taxation of Shareholders and RDS Corporate Nominee Participants Taxation of ADS Holders US Taxation of Euroclear Nederland Shareholders 35 Part E: Glossary 2

3 1. INTRODUCTION The following diagram sets out the different ways in which a Shareholder may hold Shares which, in turn, will affect how they can join the Programme and whether these Terms and Conditions apply. ROYAL DUTCH SHELL PLC A SHARES AND B SHARES REGISTERED SHAREHOLDERS Shareholders with Shares registered in their own name, either holding share certificates or through CREST Part A RDS Corporate Nominee Persons holding their Shares through the RDS Corporate Nominee Service Euroclear Nederland (= central securities depository for Euronext Amsterdam) Euroclear Nederland Admitted Institutions (e.g. banks and other financial institutions such as brokers) Individual or institutional investors holding Shares in a securities account with a bank or financial institution holding through Euroclear Nederland Part B The Depositary, The Bank of New York Mellon ( BNYM ) Beneficial ADS Holders with an account held at a bank, broker or financial institution Refer to the bank, broker or financial institution through which their ADSs are held Registered ADS Holders with ADSs registered in their own name on the books of the Depositary Part C Other nominees (e.g. banks and brokers) holding Shares on behalf of one or more beneficial holders Beneficial holders Refer to the bank, broker or financial institution 3

4 These Terms and Conditions apply to registered shareholders holding A Shares and/or B Shares and to RDS Corporate Nominee Participants. Guidance on how it is expected the Programme will apply to Euroclear Nederland Shareholders and ADS holders is also provided. These Terms and Conditions are available on the Company s website at To obtain paper copies of these Terms and Conditions, please contact the Registrar on the telephone numbers set out on the Company s website at 2. THE PROGRAMME Participants will receive new fully paid A Shares (or A ADSs if they are an ADS holder) if they elect to participate in the Programme, instead of cash dividends. This differs from a DRIP under which shareholders cash dividends are used to buy existing Shares in the market. Due to tax-related constraints, no new B Shares (or B ADSs) will be issued under the Programme. Therefore only A Shares and A ADSs will be issued, including to Shareholders who currently hold B Shares and B ADSs. All new A Shares issued under the Programme will be credited as fully paid and rank equally in all respects with the existing A Shares and B Shares respectively (including having the same dividend and voting rights). Further information about the Company and its A Shares and B Shares is available on the Company s website at Applications will be made to the London Stock Exchange, the UK Listing Authority and Euronext Amsterdam for Admission and, subject to Admission occurring, the new A Shares issued under the Programme will be traded on the main market for listed securities of the London Stock Exchange and on Euronext Amsterdam. The operation of the Programme requires Shareholder approval. This was given at the Annual General Meeting of the Company on May 18, 2010 and is proposed to be renewed at the Company s Annual General Meeting on May 19, It will need to be renewed in 2018 if the Directors wish to continue the Programme. The operation of the Programme is subject to the Directors deciding to offer a scrip dividend for any particular dividend declared. See paragraph 15 of Part A of this document for further details. 3. GOVERNING LAW The Programme (including any Scrip Dividend Election) is subject to the Company s Articles of Association and these Terms and Conditions, each as amended from time to time. Any dispute between a Shareholder and the Company in connection with these Terms and Conditions or the Programme will be resolved in accordance with articles 138 to 140 (inclusive) of the Company s Articles of Association. These Terms and Conditions and the Programme will be governed by and construed in accordance with English law. 4. WHO CAN JOIN THE PROGRAMME 4.1 SHAREHOLDERS WITH SHARE CERTIFICATES AND CREST SHAREHOLDERS The Programme is open to all Shareholders on the terms set out in Part A of this document, subject to certain restrictions for Shareholders resident outside the UK, the Netherlands and the US, as set out in paragraph 4.5 of this introduction. The right to join the Programme is not transferable. 4.2 RDS CORPORATE NOMINEE PARTICIPANTS RDS Corporate Nominee Participants can join the Programme through the RDS Corporate Nominee Service on the terms set out in Part A of this document subject to certain restrictions for RDS Corporate Nominee Participants resident outside the UK, the Netherlands and the US, as set out in paragraph 4.5 of this introduction. 4

5 4.3 PERSONS HOLDING SHARES IN A SECURITIES ACCOUNT WITH A BANK OR FINANCIAL INSTITUTION HOLDING THROUGH EUROCLEAR NEDERLAND Details of how the Programme is expected to apply to persons holding Shares in a securities account with a bank or financial institution holding through Euroclear Nederland can be found in Part B of this document. However, persons holding Shares in a securities account with a bank or financial institution holding through Euroclear Nederland are advised to contact the bank or other financial institution at which they hold their relevant securities account for full details of whether they can join the Programme and, if so, how the Programme will apply to them. Any queries about participation in the Programme by persons holding Shares in a securities account with a bank or financial institution holding through Euroclear Nederland should also be made to the bank or other financial institution holding through Euroclear Nederland at which they hold their relevant securities account or to the Company s agent, ABN AMRO Bank N.V., on the telephone numbers set out on the Company s website at ADS HOLDERS These Terms and Conditions do not apply to ADS Holders. However, the Company and the Depositary have agreed that the Depositary will offer a programme (the ADS Programme ) under which ADS Holders will be able to elect to receive new ADSs representing new A Shares instead of cash. Details of how the ADS Programme will operate for ADS Holders can be found in Part C of this document. ADS Holders who are not registered ADS Holders are advised to contact their bank or broker with regard to how they can join the ADS Programme and how the ADS Programme will apply to them. Registered ADS Holders may contact BNY Mellon ShareOwner Services on the telephone numbers set out on the Company s website at regarding any queries about participation in the ADS Programme. Those who hold ADSs through a bank, broker or other intermediary should refer to their financial adviser or the bank, broker or other financial intermediary through which the ADSs are held. 4.5 SHAREHOLDERS AND RDS CORPORATE NOMINEE PARTICIPANTS OUTSIDE THE UK, THE NETHERLANDS OR THE US Shareholders and RDS Corporate Nominee Participants may treat this document as an invitation to join the Programme unless such an invitation could not lawfully be made or accepted without the Company or Shareholders, or, in the case of the RDS Corporate Nominee, RDS Corporate Nominee Participants or the RDS Corporate Nominee, infringing any registration or other legal or regulatory requirements. It is the responsibility of any person resident outside the UK, the Netherlands or the US wishing to join the Programme to be satisfied that any Scrip Dividend Election can be made validly without any further obligation on the part of the Company and to be satisfied as to the full observance of the laws of the relevant jurisdiction, including obtaining any governmental, regulatory or other consents which may be required and observing any other formalities in such territories and any resale restrictions which may apply to the new A Shares. Unless this condition is satisfied, such Shareholders may not join the Programme. Shareholders and RDS Corporate Nominee Participants outside the UK, the Netherlands or the US who are in any doubt whether they can join the Programme should contact their stockbroker or a duly authorised independent financial or legal adviser. 5

6 PART A: TERMS AND CONDITIONS FOR SHAREHOLDERS AND RDS CORPORATE NOMINEE PARTICIPANTS 1. HOW TO JOIN THE PROGRAMME 1.1 A AND B SHARES Separate Scrip Dividend Elections must be made on A Shares and B Shares. If a Shareholder or RDS Corporate Nominee Participant holds only A Shares and joins the Programme, they will receive A Shares under the Programme. The Scrip Dividend Election will apply to all future dividends declared in respect of their A Shares (including to all A Shares issued under the Programme) unless and until it is cancelled or the Programme is cancelled or suspended. If a Shareholder or RDS Corporate Nominee Participant holds only B Shares and joins the Programme, they will receive A Shares under the Programme. If that person also wants to join the Programme in respect of their A Shares received under the Programme, they will need to make a Scrip Dividend Election in respect of their A Shares once the A Shares are issued (in the case of a Shareholder) or credited to their account (in the case of an RDS Corporate Nominee Participant). This further Scrip Dividend Election will apply to all future A Shares acquired by that person, whether under the Programme or otherwise, unless and until it is cancelled or the Programme is cancelled or suspended. If a Scrip Dividend Election on the new A Shares is not made, any future dividends declared on those A Shares will be paid in cash and will be subject to any applicable Dutch dividend withholding tax, currently 15 per cent. (see paragraph 1.1 of Part D of this document). If a Shareholder or RDS Corporate Nominee Participant holds both A Shares and B Shares and wants to join the Programme in respect of all of their Shares, they will need to make a separate Scrip Dividend Election for their A Shares and for their B Shares. The position set out below in respect of future dividends may differ for Shareholders acting on behalf of more than one beneficial owner, as set out in paragraphs 12.3 and 12.4 of this Part A. 1.2 SHAREHOLDERS WITH SHARE CERTIFICATES Shareholders with share certificates who wish to join the Programme may do so either: by completing Scrip Dividend Election Form(s) and sending it/them to the Registrar at its address set out on the Company s website at No acknowledgement of receipt of Scrip Dividend Election Form(s) will be issued by the Company or the Registrar; or if online election is made available by the Company, at by following the links to make their Scrip Dividend Election online. By making a Scrip Dividend Election (whether by a Scrip Dividend Election Form or online), Shareholders will be deemed to confirm their choice to join the Programme and their acceptance of these Terms and Conditions, as they may be amended from time to time. A Shareholder can change any previous Scrip Dividend Election. To take effect for the next dividend declared, the Registrar must receive any such new Scrip Dividend Election by 4.30 p.m. (UK time), 5.30 p.m. (Dutch time) on the relevant Election Date, which can be found at Further copies of the Scrip Dividend Election Form may be obtained from the Registrar. The Company and the Registrar reserve the right to treat as invalid any Scrip Dividend Election Form that is not complete in all respects. A Scrip Dividend Election, once made, will remain in force for all future dividends declared in respect of the shareholding to which it relates, unless and until it is cancelled or the Programme is cancelled or suspended. Paragraph 7 of this Part A contains further information on future dividends under the Programme. 6

7 PART A 1.3 CREST SHAREHOLDERS CREST Shareholders who wish to join the Programme may do so by submitting a CREST Dividend Election Input Message and by completing the evergreen box shown on it (although, in the circumstances set out in paragraph 12.4 of this Part A, Shareholders acting on behalf of more than one beneficial owner are not required to complete the evergreen box). By submitting a CREST Dividend Election Input Message, CREST Shareholders will be deemed to confirm their choice to join the Programme and their acceptance of these Terms and Conditions, as they may be amended from time to time. Other forms of election, including a paper Scrip Dividend Election Form, will not be accepted unless otherwise expressly agreed by the Company. Once a Scrip Dividend Election is made using the CREST system, it cannot be amended. Therefore, if a CREST Shareholder wishes to change a Scrip Dividend Election, they must cancel their previous Scrip Dividend Election by submitting a cancellation instruction through the CREST system and then make a new Scrip Dividend Election. To take effect for the next dividend declared, the CREST Shareholder must submit the new CREST Dividend Election Input Message by 4.30 p.m. (UK time), 5.30 p.m. (Dutch time) on the relevant Election Date. All Scrip Dividend Elections made via the CREST system should be submitted in accordance with the procedures as stated in the CREST Reference Manual. A Scrip Dividend Election, once made, will remain in force for all future dividends declared in respect of the shareholding to which it relates, unless and until it is cancelled or the Programme is cancelled or suspended. Paragraph 7 of this Part A contains further information on future dividends under the Programme. 1.4 RDS CORPORATE NOMINEE PARTICIPANTS RDS Corporate Nominee Participants who wish to join the Programme may do so either: by completing the Scrip Dividend Instruction Form(s) and sending it/them to the RDS Corporate Nominee at its address set out on the Company s website at No acknowledgement of receipt of Scrip Dividend Instruction Form(s) will be issued by the Company or the RDS Corporate Nominee; or if online election is made available by the Company, at by following the links to make their Scrip Dividend Election online. By making a Scrip Dividend Election (whether by a Scrip Dividend Instruction Form or, if made available by the Company, online) RDS Corporate Nominee Participants will be deemed to confirm their choice to join the Programme and their acceptance of these Terms and Conditions, as they may be amended from time to time. An RDS Corporate Nominee Participant can change any previous Scrip Dividend Election by submitting a new Scrip Dividend Instruction Form. To take effect for the next dividend declared, the RDS Corporate Nominee must receive the new Scrip Dividend Instruction Form by 4.30 p.m. (UK time), 5.30 p.m. (Dutch time) on the relevant Election Date. Further copies of the Scrip Dividend Instruction Form can be obtained from the RDS Corporate Nominee. If an RDS Corporate Nominee Participant separately holds any A Shares or B Shares outside of the RDS Corporate Nominee Service, either directly or through another nominee, they will need to make a separate election in respect of those Shares. If share certificates are held for those Shares, the instructions in paragraph 1.2 of this Part A should be followed. If the Shares are held through another nominee, that nominee should be contacted to ascertain how, and on what terms, the Shareholder can join the Programme in respect of those Shares. 7

8 2. DEADLINE FOR JOINING (OR LEAVING) THE PROGRAMME Details of Election Dates for each dividend declared by the Company will be notified on the Company s website at The Election Date will be at least 10 Business Days after the relevant dividend record date and not more than 20 Business Days before the relevant dividend payment date. 2.1 SHAREHOLDERS WITH SHARE CERTIFICATES Shareholders with share certificates must submit their Scrip Dividend Election Forms or, if made available by the Company, online Scrip Dividend Elections, so that they are received by the Registrar by 4.30 p.m. (UK time), 5.30 p.m. (Dutch time), on the relevant Election Date. 2.2 CREST SHAREHOLDERS CREST Shareholders must submit their CREST Dividend Election Input Messages by 4.30 p.m. (UK time), 5.30 p.m. (Dutch time), on the relevant Election Date. 2.3 RDS CORPORATE NOMINEE PARTICIPANTS RDS Corporate Nominee Participants must submit their Scrip Dividend Instruction Forms or, if made available by the Company, online Scrip Dividend Elections, so that they are received by the RDS Corporate Nominee by 4.30 p.m. (UK time), 5.30 p.m. (Dutch time) on the relevant Election Date. 3. SHAREHOLDERS AND RDS CORPORATE NOMINEE PARTICIPANTS WHO DO NOT JOIN THE PROGRAMME Shareholders and RDS Corporate Nominee Participants who do not join the Programme will continue to receive cash on any dividends declared on their Shares in accordance with the Company s (and, where applicable, the RDS Corporate Nominee s) cash dividend procedure; that is, holders of A Shares will receive any cash dividend declared in euros (but may elect to receive such dividend in pounds sterling) and holders of B Shares will receive any cash dividend declared in pounds sterling (but may elect to receive such dividend in euros). Any such elections should be made in accordance with the Company s usual procedures. Any existing currency election will continue to apply to any future cash dividends declared. Full details of the Company s cash dividend procedure are available on the Company s website at Shareholders and RDS Corporate Nominee Participants who do not join the Programme may do so at any point in the future while the Programme continues to be offered. 4. SUSPENSION OF RDS RECOGNISED DRIPS Following the introduction of the Programme, the Company understands that the RDS Recognised DRIPs will be suspended and will not be available for future dividend reinvestment unless and until the providers reinstate them. Shareholders and RDS Corporate Nominee Participants who currently participate in an RDS Recognised DRIP will not in most cases be enrolled automatically in the Programme and, if they wish to join the Programme, will need to do so in accordance with these Terms and Conditions. If a Shareholder or RDS Corporate Nominee Participant who participates in an RDS Recognised DRIP does not join the Programme, they will receive a cash dividend on their holding of Shares as described in paragraph 3 of this Part A. Any residual cash owed to Shareholders or RDS Corporate Nominee Participants under an RDS Recognised DRIP will be handled in accordance with the terms and conditions of the relevant DRIP. 8

9 PART A 5. HOW NEW A SHARE ENTITLEMENTS ARE CALCULATED The number of new A Shares that a Participating Shareholder or RDS Corporate Nominee Participant will receive for each dividend will be calculated by reference to: (i) the amount of the cash dividend per Share in US dollars; (ii) the number of Shares held by that Participating Shareholder or RDS Corporate Nominee Participant at the dividend record date; (iii) the Reference Share Price; and (iv) any residual cash amount brought forward from the last scrip dividend calculation. The formula used for calculating the number of new A Shares to be received by a Participating Shareholder or RDS Corporate Nominee Participant for each dividend declared (and in respect of which the Directors decide to offer a scrip dividend option) will be: number of A Shares or B Shares held at the dividend record date 1 cash dividend per Share + any residual cash amount Reference Share Price The Reference Share Price will be the US dollar equivalent of the average of the closing price for the Company s A Shares listed on Euronext Amsterdam for the five dealing days commencing on (and including) the date on which the Shares are first quoted ex-dividend in respect of the relevant dividend. The Reference Share Price is calculated by reference to the Euronext Amsterdam closing price (rather than by reference to the main market of the London Stock Exchange). The US dollar equivalent of the closing price on each of the dealing days referred to above will be calculated using a market exchange rate prevailing at the time (the Reference Exchange Rate ). The following calculation, which uses hypothetical closing prices and a hypothetical Reference Exchange Rate, shows how the Reference Share Price will be calculated: Euronext Amsterdam dealing day Price ( ) /US$ Forex Price (US$) ex-dividend date ( ex date ) ex date + 1 dealing day ex date + 2 dealing days ex date + 3 dealing days ex date + 4 dealing days day average This gives a Reference Share Price of US$ The relevant cash dividend in US dollars, the dividend record date, the ex-dividend date, the Reference Share Price, the Reference Exchange Rate and further relevant information about each scrip dividend will be made available on the Company s website at 1 If a Participating Shareholder holds both A Shares and B Shares, their entitlement to new A Shares will be calculated separately with regard to their A Shares and B Shares. 9

10 If Participating Shareholders or RDS Corporate Nominee Participants have both A Shares and B Shares and have made a Scrip Dividend Election in respect of both, their entitlement to new A Shares will be calculated separately with regard to their existing A Shares and B Shares. The following calculation, which uses a hypothetical dividend per Share, Reference Share Price and residual cash amount, illustrates how a Participating Shareholder or RDS Corporate Nominee Participant s entitlement to new A Shares may be calculated: This example is based on the following: Dividend per Share: US$0.42 Number of Shares owned: 1,000 Reference Share Price: US$ Residual cash amount from previous dividend entitlement: US$ Calculation of number of new A Shares Cash dividend = number of Shares held x dividend per share = 1,000 x US$0.42 = US$ Number of new A Shares = amount of cash dividend + residual cash amount = US$ US$4.00 = Reference Share Price US$ = 14 new A Shares 2. Calculation of residual cash amount Value of new A Shares 2 = number of new A Shares x Reference Share Price = 14 x US$ = US$ Residual cash amount = amount of cash dividend + previous residual cash amount value of new A Shares = US$ US$4.00 US$ = US$ Total value of dividend under the Programme Value of new A Shares 2 + new residual cash amount previous residual cash amount = US$ US$19.34 US$4.00 = US$ The residual cash amount will be carried forward to the next scrip dividend calculation or paid to the Participating Shareholder in accordance with paragraph 14.5 of this Part A. In this example, a Participating Shareholder or RDS Corporate Nominee Participant holding 1,000 Shares with a residual cash amount of US$4.00 brought forward from previous dividends 3 would therefore receive 14 new A Shares and have US$19.34 carried forward to the next scrip dividend calculation. A statement will be sent to each Participating Shareholder and RDS Corporate Nominee Participant (along with a new share certificate in the case of share certificate holders) showing the number of new A Shares issued to that Participating Shareholder (or credited to their account in the case of an RDS Corporate Nominee Participant), any residual cash amount and the Reference Share Price. If the cash dividend, together with any residual cash amount brought forward, is insufficient for a Participating Shareholder or RDS Corporate Nominee Participant to acquire at least one new A Share, the statement will explain that no new A Shares have been issued and will show the total residual cash amount to be carried forward. 2 Value for this purpose only is taken as being the Reference Share Price. The value of Shares may go down as well as up. 3 For the first dividend declared in respect of which a Shareholder has joined the Programme, there will be no residual cash amount. 10

11 PART A CREST Shareholders will have their accounts credited with their new A Shares on the dividend payment date or as soon as practicable thereafter. 6. FRACTIONS AND RESIDUAL CASH AMOUNTS No fraction of a new A Share will be issued to Participating Shareholders or RDS Corporate Nominee Participants and the number of new A Shares to which a Participating Shareholder or RDS Corporate Nominee Participants is entitled will always be rounded down to the nearest whole A Share. Any residual cash amount for a Participating Shareholder will be retained by the Company and carried forward in US dollars and will be included in the next scrip dividend calculation. No interest will accrue or be paid on this residual cash amount. RDS Corporate Nominee Participants will be deemed, by joining the Programme, to instruct the RDS Corporate Nominee that any residual cash amounts will be held by Equiniti Financial Services Limited to be included in the calculation of their future scrip dividend entitlements. No interest will accrue or be paid on this residual cash amount. Any residual cash amounts held in this way will be treated as client money. 7. FUTURE DIVIDENDS The terms of the Programme are that once a Scrip Dividend Election is made on either a Shareholder or RDS Corporate Nominee Participant s A Shares or B Shares, that Scrip Dividend Election will remain in place for all A Shares or B Shares (as applicable) held by that Shareholder or RDS Corporate Nominee Participant in the future unless and until that Scrip Dividend Election is cancelled or the Programme is cancelled or suspended. CREST Shareholders must therefore complete the evergreen box shown on the CREST Dividend Election Input Message, except in the circumstances set out in paragraph 12.4 of this Part A. If a Participating Shareholder or RDS Corporate Nominee Participant holds only A Shares, they will receive A Shares under the Programme and the original Scrip Dividend Election will apply automatically to those A Shares. If a Participating Shareholder or RDS Corporate Nominee Participant holds only B Shares, they will receive A Shares under the Programme and those A Shares will not be covered by the original Scrip Dividend Election. If that Participating Shareholder or RDS Corporate Nominee Participant also wants to join the Programme in respect of their A Shares received under the Programme, they will need to make a Scrip Dividend Election in respect of their A Shares once the A Shares are issued (in the case of Shareholders) or credited to their account (in the case of RDS Corporate Nominee Participants). This further Scrip Dividend Election will apply to all future A Shares acquired by that Participating Shareholder or RDS Corporate Nominee Participant, whether under the Programme or otherwise, unless and until it is cancelled or the Programme is cancelled or suspended. If a Scrip Dividend Election on the new A Shares is not made, any future dividends declared on those A Shares will be paid in cash and will be subject to any applicable Dutch dividend withholding tax, currently 15 per cent. (see paragraph 1.1 of Part D of this document). As separate Scrip Dividend Elections must be made on A Shares and B Shares, if a Participating Shareholder or RDS Corporate Nominee Participant holds both A Shares and B Shares and has only made a Scrip Dividend Election in respect of one of those holdings, for any future dividends declared, they will receive A Shares on the holding to which that Scrip Dividend Election relates and a cash dividend on the other holding (unless and until that Scrip Dividend Election is cancelled or the Programme is cancelled or suspended). 11

12 The position set out above in respect of future dividends may differ for Shareholders acting on behalf of more than one beneficial owner, as set out in paragraphs 12.3 and 12.4 of this Part A. Scrip Dividend Elections are subject to the Directors deciding to offer a scrip dividend for any particular dividend declared. The Directors may, in their absolute discretion, decide not to offer a scrip dividend for any particular future dividend declared or to cancel or suspend the Programme. 8. ADMISSION, DEALING AND RANKING OF NEW A SHARES Applications will be made to the London Stock Exchange, the UK Listing Authority and Euronext Amsterdam for Admission and, subject to Admission occurring, the new A Shares issued under the Programme will be traded on the main market for listed securities of the London Stock Exchange and on Euronext Amsterdam. The A Shares to be issued under the Programme are expected to be issued on the relevant dividend payment date. All new A Shares issued under the Programme will be credited as fully paid and will rank equally in all respects with the existing A Shares and B Shares respectively (including having the same dividend rights and voting rights). The A Shares may be held in certificated or uncertificated form. If the new A Shares are not Admitted or if any other condition is not fulfilled and a cash dividend is being paid, the Company will pay the relevant dividend in cash in the usual way as soon as reasonably practicable after the relevant dividend payment date. 9. SHARE CERTIFICATES, CREST ACCOUNTS AND STATEMENTS OF ENTITLEMENT 9.1 SHAREHOLDERS WITH SHARE CERTIFICATES Subject to Admission, new share certificates will be posted to Participating Shareholders with share certificates on or about the same date as the cheques and dividend tax vouchers for the relevant cash dividend are posted to Shareholders who have not joined the Programme. Documents and share certificates are sent to Shareholders at their own risk. 9.2 CREST SHAREHOLDERS Subject to Admission, CREST Shareholders will have their CREST accounts credited with the new A Shares on the relevant dividend payment date or as soon as practicable thereafter. 9.3 RDS CORPORATE NOMINEE PARTICIPANTS Subject to Admission, RDS Corporate Nominee Participants will have their accounts credited with new A Shares on the relevant dividend payment date or as soon as practicable thereafter. Following this, a statement of entitlement will be sent by the RDS Corporate Nominee to the RDS Corporate Nominee Participants. 10. MULTIPLE HOLDINGS If a Participating Shareholder or RDS Corporate Nominee Participant s Shares are registered in more than one holding or account (as applicable) then, unless such holdings or accounts are consolidated before the relevant Election Date, they will be treated as separate. A separate Scrip Dividend Election will need to be made for each holding or account if the Participating Shareholder or RDS Corporate Nominee Participant wishes to cover all of them. For future dividends declared, the Participating Shareholder or RDS Corporate Nominee Participant would receive A Shares on the holding to which a Scrip Dividend Election relates and a cash dividend on their other holding(s) or account(s) (unless and until the Scrip Dividend Election is cancelled or the Programme is cancelled or suspended). Shareholders or RDS Corporate Nominee Participants who would like to consolidate their holdings or accounts (as applicable) should contact the Registrar or RDS Corporate Nominee respectively at its address or telephone numbers set out on the Company s website at 12

13 PART A If a Participating Shareholder or RDS Corporate Nominee Participant holds both A Shares and B Shares within one registered holding or account, they should refer to paragraphs 1 and 7 of this Part A for details of how any Scrip Dividend Elections will be treated regarding the A Shares and B Shares. 11. SHAREHOLDINGS IN JOINT NAMES Where a Scrip Dividend Election Form or Scrip Dividend Instruction Form (as applicable) is used to make a Scrip Dividend Election on Shares held in joint names, the relevant form needs to be signed by all joint Shareholders or RDS Corporate Nominee Participants. There is no requirement for a Scrip Dividend Election made electronically to be authenticated by all joint Shareholders or RDS Corporate Nominee Participants (as applicable). 12. PARTIAL ELECTIONS 12.1 SHAREHOLDERS AND RDS CORPORATE NOMINEE PARTICIPANTS A Scrip Dividend Election may only be made in relation to the whole of a holding of A Shares or, as applicable, the whole of a holding of B Shares. A Shareholder or RDS Corporate Nominee Participant cannot, for example, join the Programme in respect of half of their A Shares or half of their B Shares. Shareholders and RDS Corporate Nominee Participants will be entitled to receive cash in respect of any dividend declared on any A Shares or B Shares (as applicable) which are not included in their partial Scrip Dividend Election ALL PARTICIPATING SHAREHOLDERS If the number of A Shares or B Shares held at the relevant dividend record date by a Participating Shareholder who is permitted, in accordance with paragraph 12.3 and 12.4 of this Part A, to make a partial Scrip Dividend Election differs from the number of A Shares or B Shares (as applicable) to which the Scrip Dividend Election relates, then: if the number of A Shares or B Shares held at the relevant record date is higher than the number of A Shares or B Shares (as applicable) in respect of which the Scrip Dividend Election was originally submitted, the Scrip Dividend Election will continue to apply only to the number of A Shares or B Shares (as applicable) as stated on the Scrip Dividend Election; and if the number of A Shares or B Shares held at the relevant record date is lower than the number of A Shares or B Shares (as applicable) in respect of which the Scrip Dividend Election was originally submitted, the Scrip Dividend Election will be deemed to apply to the number of A Shares or B Shares (as applicable) held at the relevant record date SHAREHOLDERS WITH SHARE CERTIFICATES If a Shareholder is acting on behalf of more than one beneficial owner, the Directors may, at their discretion, allow that Shareholder to make a Scrip Dividend Election in respect of a smaller number of Shares than their entire holding. If a Shareholder wishes the Directors to exercise this discretion, then that Shareholder will not be able to use any online election facility which may have been made available by the Company and should contact the Registrar for details of how to make their Scrip Dividend Election. 13

14 12.4 CREST SHAREHOLDERS If a CREST Shareholder is acting on behalf of more than one beneficial owner, the Directors may, at their discretion, allow that Shareholder to make a Scrip Dividend Election in respect of a smaller number of Shares than their entire holding. If a CREST Shareholder wishes the Directors to exercise this discretion, their CREST Dividend Election Input Message must state the number of A Shares or B Shares for which the Scrip Dividend Election is being made. If the number of Shares stated is zero, the Scrip Dividend Election will be rejected. 13. RECENT SALE OR PURCHASE OF SHARES 13.1 SHAREHOLDERS WITH SHARE CERTIFICATES A Scrip Dividend Election will be deemed to be cancelled in respect of any Shares that a Shareholder holding share certificates sells or otherwise transfers, but only with effect from the registration of the relevant transfer. Any Scrip Dividend Election will, however, continue to apply to the remainder of such Shareholder s Shares to which that Scrip Dividend Election relates other than in the circumstances set out in paragraph 12 of this Part A. If a Shareholder holding share certificates acquires additional A Shares or B Shares and such Shares are registered in their name before the record date for any dividend to which that Shareholder is entitled, those A Shares or B Shares (as applicable) will be included automatically in any existing Scrip Dividend Election on A Shares or B Shares (as applicable) made by that Shareholder. If a Shareholder holding share certificates acquires A Shares and does not have an existing Scrip Dividend Election in place in respect of A Shares then, if that Shareholder wants to receive the scrip dividend on those A Shares, they will need to make a Scrip Dividend Election in respect of their A Shares following their acquisition. Likewise, if a Shareholder holding share certificates acquires B Shares and does not have an existing Scrip Dividend Election in place in respect of B Shares then, if that Shareholder wants to receive the scrip dividend on those B Shares, they will need to make a Scrip Dividend Election in respect of their B Shares following their acquisition. If a Shareholder holding share certificates sells or otherwise transfers their entire holding of A Shares or B Shares (as applicable), this will automatically cancel any Scrip Dividend Election made for that Shareholder s holding of A Shares or B Shares (as applicable) with effect from the next dividend record date. If having sold or otherwise transferred their entire holding of A Shares or B Shares, a Shareholder holding share certificates acquires additional A Shares or B Shares (as applicable) before the next dividend record date, their Scrip Dividend Election on the holding of A Shares or B Shares (as applicable) will not be cancelled automatically. Accordingly, any such Scrip Dividend Election will apply automatically to any A Shares or B Shares (as applicable) that the Shareholder holds in the future, unless and until it is cancelled or the Programme is cancelled or suspended. If, however, the A Shares or B Shares acquired after the transfer do not form part of a Shareholder s prior holding, then the Scrip Dividend Election will not automatically apply to any A Shares or B Shares that the Shareholder holds in the future. If having sold or otherwise transferred their entire holding of A Shares or B Shares, a Shareholder holding share certificates acquires additional A Shares or B Shares (as applicable) after the next dividend record date, that Shareholder will need to make a further Scrip Dividend Election should they wish to participate in the Programme in respect of that holding of A Shares or B Shares (as applicable) CREST SHAREHOLDERS If a CREST Shareholder sells or otherwise transfers some of their A Shares or B Shares, their Scrip Dividend Election will continue to apply to the remainder of such CREST Shareholder s Shares to which that Scrip Dividend Election relates other than in the circumstances set out in paragraph 12.4 of this Part A. 14

15 PART A If a CREST Shareholder acquires additional A Shares or B Shares and such Shares are registered in their name before the record date for any dividend to which that Shareholder is entitled, those A Shares or B Shares (as applicable) will, subject to the remainder of this paragraph 13.2, be included automatically in any existing Scrip Dividend Election on A Shares or B Shares (as applicable) made by that Shareholder. If a CREST Shareholder acquires A Shares and does not have an existing Scrip Dividend Election in place in respect of A Shares then, if that CREST Shareholder wants to receive the scrip dividend on those A Shares, they will need to make a Scrip Dividend Election following their acquisition. Likewise, if a CREST Shareholder acquires B Shares and does not have an existing Scrip Dividend Election in place in respect of B Shares then, if that Shareholder wants to receive the scrip dividend on those B Shares, they will need to make a Scrip Dividend Election in respect of their B Shares following their acquisition. If a CREST Shareholder sells or otherwise transfers their entire holding of A Shares or B Shares (as applicable), any Scrip Dividend Election made for that Shareholder s holding of A Shares or B Shares (as applicable) will not be cancelled automatically. Accordingly (subject to the remainder of this paragraph 13.2), any such Scrip Dividend Election will apply automatically to any A Shares or B Shares (as applicable) that the Shareholder holds in the future unless and until it is cancelled or the Programme is cancelled or suspended. If a CREST Shareholder has made a partial election as described in paragraph 12.4 of this Part A in respect of their A Shares or B Shares and they acquire additional Shares, their relevant Scrip Dividend Election will only apply automatically to such number of those A Shares or B Shares (as applicable) as does not result in the number of Shares to which the relevant Scrip Dividend Election would then apply exceeding the number of A Shares or B Shares (as applicable) stated on their relevant CREST Dividend Election Input Message RDS CORPORATE NOMINEE PARTICIPANTS If an RDS Corporate Nominee Participant sells or otherwise transfers some or all of their Shares held through the RDS Corporate Nominee Service, their existing Scrip Dividend Election will be deemed to be cancelled for those Shares that have been sold or transferred, but only with effect from the date the relevant transfer is registered to the RDS Corporate Nominee Participant s account with the RDS Corporate Nominee Service. The RDS Corporate Nominee Participant s Scrip Dividend Election will, however, continue to apply to the remainder, if any, of the Shares covered by that Scrip Dividend Election. If an RDS Corporate Nominee Participant acquires additional A Shares or B Shares and those Shares are registered to their account with the RDS Corporate Nominee Service before the relevant dividend record date, those A Shares or B Shares (as applicable) will be covered automatically by any existing Scrip Dividend Election for A Shares or B Shares (as applicable) made by that RDS Corporate Nominee Participant. If an RDS Corporate Nominee Participant sells or otherwise transfers all of their A Shares or B Shares held through the RDS Corporate Nominee Service, this will automatically cancel any Scrip Dividend Election made for that RDS Corporate Nominee Participant s holding of A Shares or B Shares (as applicable) with effect from the next dividend record date. If having sold or otherwise transferred all of their A Shares or B Shares held through the RDS Corporate Nominee Service, an RDS Corporate Nominee Participant acquires additional A Shares or B Shares (as applicable) before the next dividend record date, their Scrip Dividend Election on the holding of A Shares or B Shares (as applicable) will not be cancelled automatically. Accordingly, any such Scrip Dividend Election will apply automatically to any A Shares or B Shares (as applicable) that the RDS Corporate Nominee Participant holds in the future, unless and until it is cancelled or the Programme is cancelled or suspended. 15

16 If having sold or otherwise transferred all of their A Shares or B Shares held through the RDS Corporate Nominee Service, an RDS Corporate Nominee Participant acquires additional A Shares or B Shares (as applicable) after the next dividend record date, that RDS Corporate Nominee Participant will need to make a further Scrip Dividend Election should they wish to participate in the Programme in respect of that holding of A Shares or B Shares (as applicable). 14. CANCELLATION OF SCRIP DIVIDEND ELECTIONS Once a Shareholder or RDS Corporate Nominee Participant has left the Programme, they will receive cash dividends in accordance with the Company s (and, if applicable, the RDS Corporate Nominee s) cash dividend procedure. If a Shareholder or RDS Corporate Nominee Participant leaves the Programme in respect of A Shares, future cash dividends declared on those A Shares will be subject to any applicable Dutch dividend withholding tax, currently 15 per cent. (see paragraph 1.1 of Part D of this document). If a Scrip Dividend Election is cancelled, future cash dividends received by a Shareholder in respect of the holding of A Shares or B Shares to which it relates will be paid in the default currency unless the Shareholder or RDS Corporate Nominee Participant validly elected to receive payment in a currency other than the default currency (including pursuant to the Scrip Dividend Election), in which case such dividends will be paid in the chosen currency SHAREHOLDERS WITH SHARE CERTIFICATES Shareholders with share certificates can only cancel their Scrip Dividend Election by writing to the Registrar or, if such facility is made available by the Company, notifying the Registrar of the cancellation via the Company s website at They will need to cancel their Scrip Dividend Elections separately for their A Shares and B Shares. To be effective for a particular dividend, the notice of cancellation must be received by the Registrar by 4.30 p.m. (UK time), 5.30 p.m. (Dutch time), on the relevant Election Date. If a notice of cancellation is received after this time, it will not be valid for that particular dividend. The relevant Shareholder will receive A Shares under the Programme for that dividend and the cancellation will take effect for subsequent dividends declared CREST SHAREHOLDERS CREST Shareholders can only cancel their Scrip Dividend Election by submitting a CREST cancellation message through the CREST system. CREST Shareholders will need to cancel their Scrip Dividend Elections separately for their A Shares and B Shares. To be effective for a particular dividend, CREST Shareholders must input their CREST cancellation message by 4.30 p.m. (UK time), 5.30 p.m. (Dutch time) on the relevant Election Date. If a CREST cancellation message is submitted after this time, it will not be valid for that particular dividend. The relevant CREST Shareholder will receive A Shares under the Programme for that dividend and the cancellation will take effect for subsequent dividends declared RDS CORPORATE NOMINEE PARTICIPANTS RDS Corporate Nominee Participants can cancel their Scrip Dividend Election by writing to the RDS Corporate Nominee or, if the online election is made available by the Company, by notifying the RDS Corporate Nominee of the cancellation via the Company website at RDS Corporate Nominee Participants will need to cancel their Scrip Dividend Elections separately for their A Shares and B Shares. 16

17 PART A To be effective for a particular dividend, the notice of cancellation must be received by the RDS Corporate Nominee by 4.30 p.m. (UK time), 5.30 p.m. (Dutch time) on the relevant Election Date. If a notice of cancellation is received after this time, it will not be valid for that particular dividend. The relevant RDS Corporate Nominee Participant will receive A Shares under the Programme for that dividend and the cancellation will take effect for subsequent dividends declared ALL PARTICIPATING SHAREHOLDERS OR RDS CORPORATE NOMINEE PARTICIPANTS A Scrip Dividend Election will be cancelled immediately on receipt by the Registrar or RDS Corporate Nominee (as applicable) of a notice of a Participating Shareholder or RDS Corporate Nominee Participant s death other than if a joint Shareholder or RDS Corporate Nominee Participant dies, in which case the relevant Scrip Dividend Election will continue in favour of the surviving joint Shareholder(s)/RDS Corporate Nominee Participant(s) PAYMENT OF RESIDUAL CASH AMOUNTS Any residual cash amount attributable to a Participating Shareholder will be paid to ShareGift (net of any applicable taxes), unless the Participating Shareholder instructs the Registrar otherwise at the time of joining the Programme, in which case the residual cash amount will be paid to the Participating Shareholder (net of any applicable taxes). Any residual cash amount attributable to a B Shareholder may, if the Company so decides, be paid under the dividend access mechanism. Any residual cash amount paid to a B Shareholder under the dividend access mechanism will not be subject to Dutch dividend withholding tax. If any residual cash amount attributable to a B Shareholder is not paid under the dividend access mechanism, the Company will withhold any applicable Dutch dividend withholding tax from the gross amount of the residual cash amount due to a Shareholder or RDS Corporate Nominee at the statutory rate, which is currently 15 per cent (see paragraph 1.1(a) of Part D for more detail). Any residual cash amount attributable to an RDS Corporate Nominee Participant will not be paid to ShareGift due to applicable laws which restrict any such payments being made. Therefore, any residual cash amount attributable to an RDS Corporate Nominee Participant will be paid to the RDS Corporate Nominee Participant (net of any applicable taxes). Residual cash amounts will be paid on the date of the payment of the next dividend by the Company following the cancellation if notice of cancellation is received prior to the relevant Election Date. If notice of cancellation is received after the relevant Election Date, then such payments will not be made until the following dividend payment date. Under no circumstances will Participating Shareholders or RDS Corporate Nominee Participants become entitled to receive payment of any residual cash amount prior to such dividend payment date. All residual cash amounts will be paid in euros if the residual cash amount relates to a holding of A Shares (unless the Shareholder makes a valid currency election requesting that the residual cash amount be paid in pounds sterling) and in pounds sterling if the residual cash amount relates to a holding of B Shares (unless the Shareholder makes a valid currency election requesting that the residual cash amount be paid in euros). The conversion of any US dollar residual cash amounts to euros or pounds sterling will be at a market exchange rate on the date on which the Company determines the rate applicable to cash dividends payments. All such residual cash amounts paid to ShareGift will be pooled and the funds used by ShareGift s trustees to support a range of other UK charities, covering a broad spectrum of local, national and international work. ShareGift has been able to donate millions of pounds to hundreds of different charities as a result of donations of unwanted shares and small cash amounts. Further information relating to ShareGift is available at 17

18 15. CHANGES TO, CANCELLATION OR SUSPENSION OF THE PROGRAMME At any time, the Directors may, at their discretion and without notice to Shareholders individually, modify, cancel or suspend the Programme. Details of any modification to the terms of the Programme, or of its cancellation or suspension, will be made available on the Company s website at The operation of the Programme is subject to the Directors deciding to offer a scrip dividend for any particular dividend declared. The Directors also have the power, after such a scrip dividend is offered, to revoke it at any time before the issue of new A Shares under the Programme. If the Directors revoke a scrip dividend and a cash dividend is being paid, Shareholders will receive their dividend in cash on or as soon as reasonably practicable after the relevant dividend payment date. The RDS Corporate Nominee may also modify the basis on which it operates the Programme from time to time MODIFICATION In the case of any modification, existing Scrip Dividend Elections (unless otherwise specified by the Directors) will be deemed to remain valid under the modified arrangements unless and until cancelled in accordance with paragraph 14 of this Part A or the Programme is cancelled or suspended CANCELLATION In the case of any cancellation, existing Scrip Dividend Elections will be deemed to have been cancelled as at the date of any cancellation of the Programme and a cash dividend will be paid to Shareholders and RDS Corporate Nominee Participants in respect of any future dividend declared in accordance with the Company s (and, if applicable, the RDS Corporate Nominee s) cash dividend procedure as described in paragraph 3 of this Part A. Any future cash dividend declared on A Shares will be subject to any applicable Dutch dividend withholding tax, currently 15 per cent. Following the cancellation of the Programme, any residual cash amount attributable to a Participating Shareholder will be paid to ShareGift or to the Participating Shareholder or, in the case of a RDS Corporate Nominee Participant, to the RDS Corporate Nominee Participant (in each case net of any applicable taxes) as described in paragraph 14.5 of this Part A SUSPENSION In the case of any suspension, existing Scrip Dividend Elections will be suspended for the duration of any suspension of the Programme and a cash dividend will be paid to Shareholders and RDS Corporate Nominee Participants in accordance with the Company s (and, if applicable, the RDS Corporate Nominee s) cash dividend procedure in respect of any dividend declared, the dividend payment date for which falls during such suspension. Any cash dividend declared on A Shares will be subject to any applicable Dutch dividend withholding tax, currently 15 per cent. If the Programme is recommenced, the Scrip Dividend Elections will automatically reactivate and apply to all future dividends declared unless and until cancelled or the Programme is cancelled or suspended. If the Programme is suspended by the Company, the Company may choose to retain residual cash amounts pending a decision to either resume the Programme or to cancel it. Alternatively, the Company may choose to pay the residual cash amounts in accordance with paragraph 14.5 of this Part A. No interest will accrue or be paid on residual cash amounts held by the Company. If the Programme is recommenced then such amounts will be paid in accordance with paragraph 14.5 of this Part A. 18

19 PART B: INFORMATION FOR EUROCLEAR NEDERLAND SHAREHOLDERS 1. INFORMATION FOR EUROCLEAR NEDERLAND SHAREHOLDERS 1.1 PERSONS HOLDING SHARES IN A SECURITIES ACCOUNT WITH A BANK OR FINANCIAL INSTITUTION HOLDING THROUGH EUROCLEAR NEDERLAND ( EUROCLEAR NEDERLAND SHAREHOLDERS ) SHOULD CONTACT THE RELEVANT INSTITUTION FOR DETAILS OF: how they can join the Programme; the relevant deadline for submitting elections; whether they need to make separate elections in respect of A Shares and B Shares; how they can cancel or change any election; how the Programme otherwise applies; how to confirm the arrangements by which they will receive cash dividends; and how to find out any implications the Programme may otherwise have on them. PART B 1.2 THE PROGRAMME Euroclear Nederland Shareholders who join the Programme for a given dividend will receive new fully paid A Shares, instead of a cash dividend, for that particular dividend. The bank or financial institution with whom the relevant securities account is held will notify the Euroclear Nederland Shareholder of how many new A Shares they have received. If they do not receive such notification, they should contact their bank or financial institution. Euroclear Nederland Shareholders who give an instruction to their bank or financial institution indicating that they wish to join the Programme may find that their instruction will only be valid for one dividend. They should contact their bank or financial institution to determine whether they can give a single instruction to join the Programme for all future dividends declared unless and until that instruction is cancelled. The Programme is subject to the Directors deciding to offer a scrip dividend for any particular dividend declared. If the Directors decide not to do so or your bank or financial institution does not make the Programme available to you for any particular dividend declared, a cash dividend will be paid instead in the usual way as described in paragraphs 1.5 and 1.6 of this Part B. 1.3 HOW TO JOIN THE PROGRAMME The Company expects the bank or financial institution holding the relevant securities account to ask the Euroclear Nederland Shareholder whether they wish to join the Programme. However, whether the institution does so and, if so, how the Euroclear Nederland Shareholder can join the Programme, will depend on the individual arrangements between them and their relevant bank or financial institution. For example, in some instances it may be that the relevant bank or financial institution enrols Euroclear Nederland Shareholders in the Programme without asking the Euroclear Nederland Shareholders whether they wish to join the Programme. Euroclear Nederland Shareholders should contact their bank or financial institution for further information, or alternatively contact ABN AMRO Bank N.V. at its address set out on the Company s website at COST OF JOINING THE PROGRAMME The Company does not charge its Shareholders for joining the Programme. Whether the relevant bank or financial institution charges any costs to Euroclear Nederland Shareholders for participating in the Programme depends on the arrangements they have with their bank or financial institution. Euroclear Nederland Shareholders should contact their bank or financial institution for further information. 19

20 1.5 EUROCLEAR NEDERLAND SHAREHOLDERS WHO DO NOT JOIN THE PROGRAMME Euroclear Nederland Shareholders who do not (or cannot) join the Programme will continue to receive cash for any dividends declared on their Shares. Full details of the Company s cash dividend procedure and the dividend timetable are available on the Company s website at Euroclear Nederland Shareholders should contact their bank or financial institution where they hold their relevant securities account to confirm the arrangements by which they will receive cash dividends. 1.6 CASH DIVIDEND Euroclear Nederland Shareholders who want to receive cash dividends should contact their bank or financial institution where they hold their relevant securities account to determine whether they need to take any steps to continue to receive a cash dividend and to confirm the arrangements by which they will receive cash dividends. 1.7 IMPACT ON DRIP PARTICIPATION When the Programme is introduced, the ABN AMRO DRIP will be suspended and will not be available for future dividend reinvestment if and until such time that the Company decides to reinstate the ABN AMRO DRIP. If a Euroclear Nederland Shareholder currently participates in the ABN AMRO DRIP, in most cases they will not be enrolled in the Programme automatically. Euroclear Nederland Shareholders should contact their bank or financial institution if they wish to join the Programme. If a Euroclear Nederland Shareholder participates in the ABN AMRO DRIP and is not enrolled in the Programme, they will receive a cash dividend on their Shares as described above. For further details, Euroclear Nederland Shareholders should contact their bank or financial institution, or alternatively ABN AMRO Bank N.V. at its address set out on the Company s website at Euroclear Nederland Shareholders who participate in any other DRIP (for example a DRIP provided by their bank or financial institution) should contact their DRIP provider for further information about the effect on their DRIP of the introduction of the Programme. 1.8 TRADING DIVIDEND RIGHTS THROUGH EURONEXT AMSTERDAM It will not be possible to trade dividend rights through Euronext Amsterdam. 1.9 MULTIPLE HOLDINGS, JOINT HOLDINGS AND PARTIAL ELECTIONS If a Euroclear Nederland Shareholder holds their Shares in more than one account or has a joint holding, they should contact their bank or financial institution for details of how multiple or joint holdings will be handled. The procedures by which Euroclear Nederland Shareholders can join the Programme will vary according to their custodial arrangements with their bank or financial institution. They should contact their bank or financial institution if they wish to join the Programme in respect of part of their holding LEAVING THE PROGRAMME Euroclear Nederland Shareholders should contact their bank or financial institution where they hold their relevant securities account for details of how they can leave the Programme CHANGES TO, CANCELLATION OR SUSPENSION OF THE PROGRAMME At any time the Directors may, at their discretion and without notice to individual Euroclear Nederland Shareholders, modify, cancel or suspend the Programme. Details of any modification to the terms of the Programme, or of its cancellation or suspension, will be made available on the Company s website at 20